Common use of Prices and Payment Terms Clause in Contracts

Prices and Payment Terms. (a) The indicated prices of the Products are exclusive of VAT and any other taxes due, transport costs, the contribution for the collection and recovery ofpackaging where due, to be paid in accordance with the specific provisions set out in the sales invoice. (b) In the event of exceptional events involving significant changes in the cost of raw materials occurring between the time the Products are offered and thetime the products are delivered, the Seller reserves the right to promptly inform the Buyer of the new prices of the Products adjusted according to the percentage increase suffered by the same. In this case, the Buyer has the right to waive the order at least for the part not yet produced. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's compliance. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. (a) All prices are FOB Seller's place of manufacture, which for RF tuners is currently in Manila, The indicated Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon Buyer's receipt of conforming goods at Seller's place of manufacture. All prices of the Products are exclusive of VAT and any other taxes due, transport costs, the contribution for the collection and recovery ofpackaging where due, to be paid in accordance with U.S. dollars. At the specific provisions set out in the sales invoice▇▇▇▇ ▇▇▇▇▇▇ ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) In Seller's prices include packaging, and all sales, use and excise taxes levied upon, or measured by the event of exceptional events involving significant changes in the cost of raw materials occurring between the time the Products are offered and thetime the products are deliveredsale, the Seller reserves the right to promptly inform the Buyer of the new prices price or use of the Products adjusted according prior to delivery to the percentage increase suffered Buyer. Seller assumes sole responsibility for payment of all such taxes with respect to its sale of the Products to Buyer. If Buyer is purchasing the Products for resale and claiming a tax exemption in connection therewith, Buyer shall furnish Seller with an applicable resale certificate. Buyer shall be responsible for all taxes not included in the selling price and for all import duties in connection with the shipment of the Products purchased by the same. In this case, the Buyer has the right to waive the order at least for the part not yet producedBuyer. (c) If Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the Seller, has not been able cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation.Buyer that ***** (d) In Seller shall maintain, for a period of not less than five (5) years after the event date of an unforeseen change in sale, or for such longer period as required by applicable law, such records as ***** Certain information on this page has been omitted and filed separately with the circumstances that make Securities and Exchange Commission. Confidential treatment has been requested with respect to the fulfillment of the obligations of the omitted portions. are necessary to permit each Product identified with a lot number by Seller particularly burdensome, the Sellershall and sold by Buyer to be traced by lot number and customer account. Buyer shall have the right to promptly inform the Buyer of the total audit such records periodically, either by itself or partial termination of the contractthrough a designated agent acceptable to Buyer, without being obliged during normal business hours following at least seventy-two (72) hours advance notification, to pay any compensationverify compliance with this Section. (e) In addition The Parties agree to cooperate in good faith to implement a product cost reduction program involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the other remedies permitted selection of raw materials, components and manufacturing processes. Any cost savings which are achieved by Seller as a result of implementing cost reductions proposed by Buyer shall reduce the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to payment is accrued, calculated at the official reference rate purchase price of the European Central Bank increased Products by 8 (eight) points.an amount up to ***** (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for potential cost reductions. Information to be shared will include the manufacturer's or supplier's part number and, when possible, the purchase price. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Buyer does not make payment within Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms and provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the manner indicated by the Seller or if the activity price of the Buyer component to Seller, but only to the extent that there is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may no decrease in Seller's gross profit margin for such cases request advance payments or a deposit to guarantee the Buyer's complianceaffected Product. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. The Customer pays the Subscription Fees agreed with the Customer’s acceptance of a Quote, and payment is made to the Reseller under the terms of payment as defined in the Quote. The Customer is obligated to pay Subscription Fees for the entire Subscription Period, and Subscription Fees are non-refundable. 7 NEW VERSIONS, UPDATES AND UPGRADES POS ONE will provide new versions, updates, and upgrades at its discretion, and this may include amendments to the front-end and backend design and changes of functions and functionalities, while POS ONE will not materially decrease the overall functionality of the Service. POS ONE will use reasonable efforts to minimize downtime due to maintenance. 8 SUPPORT SERVICES In case of any error, problem or incident causing the Service not to fulfil the agreed specifications or meet the agreed service levels (“Incident”), the Customer must contact its Reseller for Support Services who will evaluate the level of support required and direct issues of third level support to POS ONE. If an Incident is not caused by POS ONE or parties for whom POS ONE is responsible , POS ONE is entitled to an hourly rate for its Support Services. 9 CONFIDENTIALITY POS ONE agrees to keep Customer’s Data confidential, except to those employees, representatives, or contractors of POS ONE who require access to the confidential information to carry out the Service or Support Services, provided such employees, representatives or contractors are bound by confidentiality obligations This confidentiality obligation of POS ONE shall not include any information which (a) is in or enters the public domain other than by a breach of this SaaS Agreement; (b) was known to POS ONE prior to the disclosure; or (c) is legally transmitted or disclosed by a third party who owes no obligation of confidentiality to the Customer. POS ONE shall have the right to access and to disclose the Customer’s Data to the extent such disclosure is required under statutory requirements or orders from the courts or public authorities. POS ONE shall give notice to the Customer before disclosing the information unless prohibited under applicable regulation or a court order. 10 CUSTOMER’S DATA Customer’s Data will in general be stored into Customer’s own ITenvironment. Any Customer’s Data stored into POSONE365 belong exclusively to the Customer and the Customer has unlimited access to the data while using POSONE365. POSONE365 includes applications for the Customer to transmit, in a structured format, all Customer’s Data into other Customer applied systems. The indicated prices Customer accepts that Customer’s Data may be transferred to data centers made available for POSONE365. POS ONE shall be entitled to access Customer’s POSONE365 solution when required to provide the Service or Support Services, and the Customer grants to POS ONE a worldwide, non-exclusive, royalty-free, non-sublicensable (except to POS ONE’s sub-suppliers and consultants performing services on behalf of POS ONE) right and license to copy, use, display, modify, distribute, store, aggregate, or compile Customer’s Data for purpose of delivering the Service and the Support Services to the Customer. The Customer guarantees that material and data uploaded to its POSONE365 solution do not infringe third-party rights and do not contain material that may be offensive or violate applicable laws. The Customer is responsible for the accuracy, quality, and legality of the Products Customer’s Data and the means by which the data are exclusive acquired, transmitted, and stored by or on behalf of VAT and any other taxes due, transport costs, the contribution for the collection and recovery ofpackaging where due, Customer in connection with or relating to be paid POSONE365. 11 DATA PRIVACY POS ONE shall perform its duties as a data processor in accordance with the specific provisions set out DPA. The Customer is responsible for the Customer’s Data are collected and processed by the Customer in compliance with Regulation (EU) 2016/679 on GDPR and applicable national privacy laws governing the sales invoice. (b) In Customer, including to meet data subject rights requests and the event of exceptional events involving significant changes in retention rules applied by the cost of raw materials occurring between Customer. If the time Customer asserts a potentially unlawful instructions to POS ONE to perform an act or omission, POS ONE may deny to follow the Products are offered instruction and thetime if POS ONE, without knowing that the products are deliveredinstruction is unlawful, follows such instruction, POS ONE shall not incur liability towards the Seller reserves Customer, and the right to promptly inform Customer shall indemnify and hold harmless POS ONE for any claim asserted by third parties arising or resulting from the Buyer instruction of the new prices of the Products adjusted according to the percentage increase suffered by the same. In this case, the Buyer has the right to waive the order at least for the part not yet producedCustomer. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's compliance. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. 8.1 Pricing for LED Products purchased under this Agreement will be determined as follows: (a) The indicated prices of the unit price payable by Distributor for LED Products are exclusive of VAT and any other taxes due, transport costs, the contribution for the collection and recovery ofpackaging where due, to will be paid in accordance with the specific provisions set out in the sales invoice.[***] (b) The initial “Resale Price” of LED Products shall be [***]. Manufacturer may, after consultation with Distributor, reduce its suggested Resale Price of a Product effective upon written notice to Distributor. In that event, [***]. In the event of exceptional events involving a significant changes change in the cost market conditions or in prices for products of raw materials occurring between the time the Products are offered and thetime the products are delivereda competitor of Manufacturer, the Seller reserves the right to promptly inform the Buyer of the new prices of the Products adjusted according parties will review and discuss possible changes to the percentage increase suffered terms of this Agreement or the Resale Prices as needed to allow Distributor to offer its customers competitive prices [***]. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 8.2 Pricing for Wafer Products purchased under this Agreement will be determined as follows: (a) The price payable by the sameDistributor for Wafer Products will be [***]: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] (b) [***]. In Credit memoranda issued under this caseSection 8.2 may be exchanged only to purchase additional Products from Manufacturer, the Buyer has the right and Manufacturer is not required to waive the order at least for the part not yet producedrefund money pursuant to such credit memoranda. (c) If the Sellercumulative Wafer Product orders by Distributor [***] do not equal or exceed [***], has then, notwithstanding any language herein to the contrary, Manufacturer either directly or through any Affiliate shall be permitted to sell Wafer Products to any person for shipment by Manufacturer into Territory A. 8.3 All taxes, duties and the like now or hereafter imposed by any jurisdiction with respect to the sale, manufacture, delivery or transportation of Products (except income taxes of Manufacturer) will be for the account of Distributor, and if paid or required to be paid by Manufacturer, the amount thereof will be added to and become part of the price payable by Distributor. 8.4 Products will be invoiced upon shipment, and payment will be due [***]. Invoiced amounts not been able to follow up paid when due will accrue interest, at the order for reasons lesser of force majeure[***] per annum or the maximum rate permitted by law, may withdraw from the contract date of the invoice until the date paid. Payment shall be made in U.S. dollars by T/T remittance to an account designated by Manufacturer, without obligation reduction for compensationany currency exchange or other changes, except that Manufacturer and Distributor will share the risk of currency exchange rate fluctuations as follows. (da) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted The unit price for shipped Products shall be adjusted by the applicable law or these General Conditions percentage below according to the value of Sale, the Seller reserves Average Exchange Rate (as defined below) calculated as of [***] and the right to apply default interest on late payments from value of the date on which the right to payment is accrued, calculated Base Rate (as defined below) in effect at the official reference rate time of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms shipment: Equal to or greater than Base Rate [***] [***] Less than Base Rate [***] and in the manner indicated by the Seller greater than Base Rate [***] [***] Equal to or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's compliance. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.less than Base Rate [***] [***]

Prices and Payment Terms. Agreements with a delivery deadline of more than one (a1) The indicated prices month are accepted subject to price increases which might be applied by PROVIDER’s partners, suppliers or subcontractors, or caused by circumstances outside PROVIDER’s control which would make the execution of the Agreement more costly for PROVIDER. Unless otherwise agreed in the Agreement, prices and fees shall be paid in EUR (Euro) if PROVIDER is settled in Europe and in USD (US Dollar) if PROVIDER is settled in North, Central and South America. Prices for Tangible Products are exclusive of VAT EXW (Ex Works – from the PROVIDER’s address). Prices, license fees and/or Service fees exclude VAT, withholding taxes, sales taxes, use taxes, and any other taxes duetaxes, transport costsduties, fees, transport, bank charges, costs and fees, and costs in general which are not specifically detailed in the contribution for Agreement. These costs shall be borne solely by CUSTOMER. Unless otherwise agreed in the collection Agreement, all payments must be made into PROVIDER’s account within eight (8) days following the invoice’s date, by bank transfer into the account number indicated on the invoice and recovery ofpackaging where duemust be made before delivery or service performance by PROVIDER. Any queries relating to invoices must be sent, with justification, by registered post, or other verifiable delivery means which has been duly acknowledged as received by PROVIDER within eight (8) calendar days of the relevant invoice date. After this time, queries will not be accepted and the invoice will be deemed to be paid have been accepted. In the event that CUSTOMER refuses or delays accepting or receiving the Tangible Products, Services and/or Licensed Software Product, it shall make the payment(s) in accordance with the specific provisions set out terms and conditions initially agreed by the parties, and reimburse to PROVIDER all costs caused by the refusal or delay caused by CUSTOMER. The Tangible Products may be shipped in a single lot, or in several lots, with the sales invoice. (b) In agreement of CUSTOMER and each such shipment shall be invoiced separately. If CUSTOMER does not pay the event invoices within the given deadline, a standard late payment interest will be applied as of exceptional events involving significant changes right and without formal notice at a rate of 1.5% per month, with a supplement of EUR/USD 150 to cover administrative and management costs. For the purposes of interest, any month begun will be considered a full month. Administrative and legal charges incurred for collection will be borne in the cost of raw materials occurring between the time the Products are offered and thetime the products are deliveredfull by CUSTOMER. If a single payment is not made by its due date, the Seller PROVIDER reserves the right to promptly inform suspend its own obligations, to withhold the Buyer delivery of License Keys and even to terminate the new prices of the Products adjusted according Agreement and keep any part-payments already made by CUSTOMER to the percentage increase suffered by the samePROVIDER (payments are not refundable). In this caseevent, CUSTOMER will owe the Buyer has the right to waive the order at least for the part not yet produced. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw entire outstanding balance as soon as CUSTOMER receives written notice from the contract without obligation for compensation. (d) In the event of an unforeseen change in the circumstances PROVIDER that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to its payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, CUSTOMER may not offset any amounts CUSTOMER believes PROVIDER owes it against any payments CUSTOMER makes to PROVIDER under the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's complianceAgreement. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. (a) 14.1 The indicated prices purchase price payable by Customer to DSM for ** as well as the agreed process for the negotiation and determination of the Products final prices for subsequent manufacturing campaigns during the Term are exclusive set forth in Exhibit A-1. 14.2 For each shipment of VAT Product, DSM will send an invoice to the invoice address given on the relevant purchase order stating with reference to this Agreement the amount due (including any applicable VAT). The invoice will not be issued before the certificate of analysis and any all other taxes duedocumentation described in Section 10.3 has been dispatched. 14.3 Invoices issued by DSM hereunder shall include all information as stated in the EU invoicing guideline as well as all relevant information required by other local rules and regulations as the case may be. 14.4 Customer will make payment in full for each shipment of product within ** of receipt of DSM’s invoice, transport costsunless Customer has provided a Rejection Notice under Section 12 for such shipment, the contribution for the collection and recovery ofpackaging where due, by bank transfer to an account to be paid designated by DSM. Notwithstanding the foregoing, for ** payment shall be made in accordance with the specific first Project Addendum as per Exhibit A-1 14.5 The Product Price, and any other fees or charges by DSM to Customer pursuant to this Agreement do not include value added, sales, use, consumption, or excise taxes of any taxing authority. The amount of such taxes, if any, will be added on the invoices submitted to Customer by DSM pursuant to this Agreement as a separate line item and Customer shall pay the amount of such taxes to DSM in accordance with the payment provisions set out of this Agreement. If Customer must withhold from any payment to DSM under this Agreement any taxes required to be withheld by Customer under the Applicable Laws of any country, state, territory or jurisdiction, such amount shall be paid to the appropriate taxing authorities. Upon request, Customer shall provide DSM with documentation of such withholding as is reasonably available to allow DSM to document such tax withholdings for purposes of claiming tax credits and similar benefits. 14.6 Inspections of DSM's facilities used in the sales invoice. (b) In Manufacture of Product, including the event of exceptional events involving significant changes Production Facility, shall be conducted as specified in the cost of raw materials occurring between the time the Products are offered and thetime the products are delivered, the Seller reserves the right to promptly inform the Buyer of the new prices of the Products adjusted according to the percentage increase suffered by the same. In this case, the Buyer has the right to waive the order at least for the part not yet producedQuality Agreement. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's compliance. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. Prices shall be those specified in the applicable THALES Quote to RESELLER (a) The indicated prices the “Prices”). RESELLER shall establish the actual resale price of the Products and/or Services to the End User. Nothing herein shall be deemed or implied to constitute a requirement or instruction given by THALES to RESELLER with respect to the resale price of the Products or Services. Prices are exclusive of VAT any value added or other applicable sales taxes. RESELLER shall pay all taxes, levies, and duties (now or hereafter imposed by any taxing authority) in any way associated with the Products obtained hereunder or otherwise related to this Agreement or any activities hereunder, other than taxes on or measured by the income of THALES unless a tax exempt certificate is provided. THALES will invoice upon shipment. Payment is due thirty (30) days from date of the invoice. Any late payment will bear interest at a rate of one percent (1%) per month, or such other greater or lesser rate as may be required by applicable law, and the accrued interest shall run on any past due, transport costs, the contribution for the collection and recovery ofpackaging where due, RESELLER agrees to be paid in accordance with the specific provisions set out in the sales invoice. (b) In the event of exceptional events involving significant changes in the cost of raw materials occurring between the time the Products are offered and thetime the products are delivered, the Seller pay any such late payment charge without dispute. THALES reserves the right to promptly inform the Buyer set- off any amounts owed by THALES to RESELLER or suspend performance of the new prices of the Products adjusted according to the percentage increase suffered by the sameall future orders from RESELLER until such payment is made in full, and THALES shall have no liability hereunder for any such suspension or set-off. In this case, the Buyer has the right to waive the order at least for the part not yet produced. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller THALES reserves the right to apply default interest on late change or limit the amount or duration of any credit allowed or provided to RESELLER without further notice. RESELLER shall provide payments from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms and THALES in the manner indicated by currency specified in the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's complianceapplicable THALES invoice. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. (a) All prices are *****, which for RF tuners is currently in Manila, The indicated Philippines or such other location agreed to by both Seller and Buyer. Risk of loss and title shall pass to Buyer upon *****. All prices of the Products are exclusive of VAT and any other taxes due, transport costs, the contribution for the collection and recovery ofpackaging where due, to be paid in accordance with U.S. dollars. At the specific provisions set out in the sales invoice▇▇▇▇ ▇▇▇▇▇▇ ships any Products under this Agreement it shall send to Buyer by overnight delivery service, telefax or electronic mail a notice of such shipment. (b) In the event of exceptional events involving significant changes in the cost of raw materials occurring between the time Seller's prices include *****. Seller assumes sole responsibility for *****. If Buyer is purchasing the Products are offered and thetime the products are delivered, the Seller reserves the right to promptly inform the *****. Buyer of the new prices of the Products adjusted according to the percentage increase suffered by the same. In this case, the Buyer has the right to waive the order at least shall be responsible for the part not yet produced*****. (c) If Seller shall, subject to any relevant obligation of confidentiality, provide to Buyer information and documentation reasonably requested by Buyer with respect to the Seller, has not been able cost of items of Inventory and Special Inventory.Buyer shall also review the test requirements for the Products. Seller shall provide reasonable assurances to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensationBuyer that *****. (d) In Seller shall maintain, for a period of not less than ***** years after the event date of an unforeseen change in sale, or for such longer period as required by applicable law, such records as ***** Portions redacted pursuant to a request for confidential treatment filed with the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensationSecurities and Exchange Commission. are necessary *****. (e) In addition The Parties agree to cooperate in good faith to implement ***** involving new technologies, component cost reduction, productivity, quality and reliability improvements, and manufacturing processes. Buyer shall provide Seller with reasonable assistance in the other remedies permitted selection of raw materials, components and manufacturing processes. Any ***** which are achieved by the applicable law or these General Conditions Seller as a result of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) pointsimplementing *****. (f) Seller and Buyer shall cooperate in identifying selected components used in the Products for *****. Information to be shared will include the manufacturer's or supplier's part number and, when possible, *****. If Buyer is able to obtain for Seller a supply of any components utilized by Seller in the Buyer does not make payment within Products of comparable quality for a lower price than the price then being paid by Seller for such component, and upon other terms acceptable to Seller (which terms shall be deemed acceptable if substantially similar to the terms and provided by Seller's existing supplier of such components), the price of any Product in which such component is used shall be reduced by an amount up to the amount of the decrease in the manner indicated by the Seller or if the activity price of the Buyer component to Seller, but only to the extent that there is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may no decrease in Seller's gross profit margin for such cases request advance payments or a deposit to guarantee the Buyer's complianceaffected Product. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. 8.1 Pricing for LED Products purchased under this Agreement will be determined as follows: (a) The indicated prices of the unit price payable by Distributor for LED Products are exclusive of VAT and any other taxes due, transport costs, the contribution for the collection and recovery ofpackaging where due, to will be paid in accordance with the specific provisions set out in the sales invoice.[***] (b) The initial “Resale Price” of LED Products shall be [***]. Manufacturer may, after consultation with Distributor, reduce its suggested Resale Price of a Product effective upon written notice to Distributor. In that event, [***]. In the event of exceptional events involving a significant changes change in the cost market conditions or in prices for products of raw materials occurring between the time the Products are offered and thetime the products are delivereda competitor of Manufacturer, the Seller reserves the right to promptly inform the Buyer of the new prices of the Products adjusted according parties will review and discuss possible changes to the percentage increase suffered terms of this Agreement or the Resale Prices as needed to allow Distributor to offer its customers competitive prices [***]. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 8.2 Pricing for Wafer Products purchased under this Agreement will be determined as follows: (a) The price payable by the sameDistributor for Wafer Products will be [***]: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] (b) [***]. In Credit memoranda issued under this caseSection 8.2 may be exchanged only to purchase additional Products from Manufacturer, the Buyer has the right and Manufacturer is not required to waive the order at least for the part not yet producedrefund money pursuant to such credit memoranda. (c) If the Sellercumulative Wafer Product orders by Distributor [***] do not equal or exceed [***], has then, notwithstanding any language herein to the contrary, Manufacturer either directly or through any Affiliate shall be permitted to sell Wafer Products to any person for shipment by Manufacturer into Territory A. 8.3 All taxes, duties and the like now or hereafter imposed by any jurisdiction with respect to the sale, manufacture, delivery or transportation of Products (except income taxes of Manufacturer) will be for the account of Distributor, and if paid or required to be paid by Manufacturer, the amount thereof will be added to and become part of the price payable by Distributor. 8.4 Products will be invoiced upon shipment, and payment will be due [***]. Invoiced amounts not been able to follow up paid when due will accrue interest, at the order for reasons lesser of force majeure[***] per annum or the maximum rate permitted by law, may withdraw from the contract date of the invoice until the date paid. Payment shall be made in U.S. dollars by T/T remittance to an account designated by Manufacturer, without obligation reduction for compensationany currency exchange or other changes, except that Manufacturer and Distributor will share the risk of currency exchange rate fluctuations as follows. (da) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted The unit price for shipped Products shall be adjusted by the applicable law or these General Conditions percentage below according to the value of Sale, the Seller reserves Average Exchange Rate (as defined below) calculated as of [***] and the right to apply default interest on late payments from value of the date on which the right to payment is accrued, calculated Base Rate (as defined below) in effect at the official reference rate time of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms shipment: Average Exchange Rate Percentage Price Adjustment Equal to or greater than Base Rate [***] [***] Less than Base Rate [***] and in the manner indicated by the Seller greater than Base Rate [***] [***] Equal to or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's compliance. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.less than Base Rate [***] [***]

Prices and Payment Terms. (a) 1. The indicated price shall be agreed upon in the currency determined by the Parties. 2. Unless otherwise provided in the Sales Agreement, the set Price shall not cover applicable taxes, customs fees or other public or private charges. The prices specified in the offer, order or reply to the Buyer’s order shall be net prices. The Seller shall add VAT to the price, at the rate applying on the date of issuing the invoice, if the tax is due under the current legal regulations. 3. The Buyer undertakes to pay the price by bank transfer to the Seller’s bank account specified on the invoice or sales document, by the deadline arising from the Sales Agreement. The date of booking the amount due on the Seller’s bank account, specified on the invoice or sales document, shall be the date of Price payment. 4. The Parties exclude the possibility of setting off the Price on the part of the Products are exclusive Buyer from any sums or claims applicable to the Buyer, even if only potentially, with respect to conclusion or execution of VAT and the Sales Agreement or due to any other taxes duecontractual relations between the Parties, transport costsor warranty claims, regardless of the legal and factual basis of these liabilities. 5. For services and actions not covered by the Sales Agreement, but performed with the Buyer’s consent, or if their performance is necessary to properly execute the Sales Agreement, the contribution for Seller shall receive payment proportionate to the collection and recovery ofpackaging where duework performed by the Seller and, in addition, it shall be reimbursed with any costs incurred in their full amount. 7. In the event of delay in payment of the Price, the Seller shall be entitled to be paid charge the Buyer with statutory interest, in accordance with the specific provisions set out of the Polish Civil Code. Request for payment of interest shall become enforceable from the next day after the last payment date stipulated in the sales invoiceSales Agreement. The interest shall be payable for each commenced day of payment delay until the date the amount due is paid. (b) 8. In the event of exceptional events involving significant changes in the cost of raw materials occurring between the time the Products are offered and thetime the products are delivered, the Seller reserves the right to promptly inform the Buyer of the new prices of the Products adjusted according to the percentage increase suffered by the same. In this case, the Buyer has the right to waive the order at least for any claims on the part not yet produced. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer resulting from conclusion or execution of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiatedSales Agreement, the Seller shall have be entitled to deduct any counterclaims of the right, at its discretion, to suspend or cancel further deliveries Buyer and to declare any claim withhold Commercial Goods or documents enabling their collection from the Carrier or from the place of their storage until the Buyer settles all receivables of the Seller arising from conclusion or execution of the business relationship as immediately dueSales Agreement or other agreement concluded by the Parties. Executing the aforementioned right by the Seller shall not result in default by the debtor. 9. Granting any discount, reduction in charges and bonus or reducing the Price agreed upon by the Parties on any basis shall require written consent of the Seller. In additioncase of any doubts, it shall be deemed that the said discount, reduction in charges or other price reductions have been granted by the Seller only with respect to a part of Commercial Goods specified by the Seller and covered by a given Sales Agreement. 10. Unless otherwise provided in the Sales Agreement, the Price quoted in commercial offer or Sales Agreement shall not include transport, packaging or Commercial Goods insurance costs, or any other similar charges. The Seller shall not be required to insure the goods if the Sales Agreement does not explicitly stipulate such obligation. 11. Any other costs that may arise during completion of the order, such as reloading costs, repacking costs, costs related to change in such cases request advance payments the place of destination or a deposit to guarantee other charges and taxes applicable during completion of the order shall be borne by the Buyer's compliance, unless the Parties agreed otherwise in writing. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. (a) The indicated prices Supply Prices for the supply of the Products API by Licensor to Licensee are exclusive of VAT and any other taxes due, transport costs, the contribution set forth in Exhibit A hereto. The Supply Prices for the collection and recovery ofpackaging where due, API in a Calendar Year shall be calculated subject to be paid the Actual Purchased Quantity of API purchased by Licensee from Licensor in accordance with the specific provisions set out such a Calendar Year. No accumulated quantity in the sales invoice. years before such certain Calendar Year shall be calculated in the Actual Purchased Quantity of API in order to confirm the Supply Price in the certain Calendar Year. Further details relating to the calculation of Supply Price for the API are set forth in Exhibit A. Licensor shall invoice Licensee for a shipment of an Order at or shortly after the Delivery Date. Price and payment terms and conditions for the API during the term of the Agreement are stated in Exhibit A and, shall remain unchanged for the Term of the Agreement. The term of payment shall be, independently from any Non-Compliance, forty-five (b45) In days from the date of invoice to Licensee, which shall be issued upon delivery of the API by Licensor, unless otherwise agreed by both Parties in writing. Both Parties acknowledge and agree that in the event of exceptional events involving significant changes an increase in the Producer's manufacturing costs (which will be notified by Producer), the Licensor may notify the Licensee and request an increase in the Supply Price and the Supply Price shall be adjusted by mutual agreement of the Parties subject to the final decision of the Licensor. For the avoidance of doubt, the increase in Licensor’s manufacturing costs in relation to the Supply Price will only include the direct cost of raw materials occurring between and/or labor required for the time the Products are offered and thetime the products are delivered, the Seller reserves the right to promptly inform the Buyer manufacture of the new prices of API for the Products adjusted according Territory. Unless otherwise agreed between two Parties from case to case, Licensee shall make payments in US Dollar and to the percentage increase suffered account of Licensor indicated on the invoice and within forty-five (45) days from the date of invoice by the samewire transfer. In any payment due under this caseAgreement remains unpaid, the Buyer has the right then Licensee shall pay interest thereon at an annual rate (but with interest accruing on a daily basis) of 5%, such interest to waive the order at least for the part not yet produced. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments run from the date on which payment of such sum became due until payment thereof in full together with such interest. WARRANTIES AND INDEMNITIES; WAIVER Each Party (hereunder referred to as “Declarant”) warrants to the right other Party that it shall at its cost and expense, indemnify, defend and hold the other Party harmless against any claims, suits, actions, proceedings, damages, losses, liability, costs and expenses, including reasonable attorney’s fees arising out or resulting from or in connection with (i) Declarant’s breach of its obligations, representations or warranties under this Agreement (ii) Declarant’s willful misconduct, errors or omissions, or (iii) Declarant’s infringement by any process or technical data of a patent or other proprietary rights of any other person. The warranties provided for in this Clause 5.1 shall be in addition to payment those implied by or available at law. If any of the events as Clause 5.1 above occurs, the Parties will give each other written notice within a reasonable period of the Parties becoming aware of such occurrence. It is accrued, calculated specifically agreed by and between the Parties that Licensor’ liability for the API which fails to meet applicable Specifications at the official reference rate time of delivery to the Licensee shall be strictly limited to replacement of the European Central Bank increased API suffering manufacturing defects. In no case Licensor shall be liable for incidental or consequential damages, or loss of profits. Notwithstanding any provision of this Agreement to the contrary, mandatory provisions set forth by 8 the Territory's Applicable Laws shall govern and apply. Determination of the suitability (eightincluding, but not limited to, safety and efficacy) points. of the API purchased by the Licensee for the use contemplated by Licensee, is the sole responsibility of the Licensee, Licensor bearing no responsibility in that connection. Licensee agrees to indemnify and hold harmless for all losses, expenses (fincluding reasonable attorney’s fees) If or damages of any kind as a result of any sale, transfer, use or manufacture of the Buyer does not make payment within API, provided that the terms and API met the agreed Specifications, according to Clause 3. (“Quality Specifications, Acceptance”) above, except to the extent that such injury or damage was the result of any breach of this Agreement or the gross negligence or willful misconduct by Licensor. In case that the result of defects in the manner indicated API is caused by the Seller gross negligence or if willful misconduct of Licensor, then Licensor shall indemnify and hold the activity Licensee harmless for all losses, expenses (including reasonable attorney’s fees) or damages. Any waiver of the Buyer is conducted not inaccordance with the ordinary course of businessany right, with this being understood, without any limitation, the issue of seizure obligation or protestremedy under, or when payments havebeen delayed compliance with or bankruptcy proceedings have been requested or initiatedbreach of any provision of, the Seller shall have this Agreement must be expressly stated in writing to be such a waiver, must specify the right, at its discretionremedy, obligation, provision or breach to suspend which it applies and must be signed by an authorized signatory of each of the parties granting the waiver. If any party waives any right, obligation or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's compliance. (g) The Purchaser is not entitled to make any compensation, deduction, discountremedy under, or reduction unless compliance with or breach of any provision of this Agreement, it can still enforce that right, obligation or provision or claim that remedy subsequently and that waiver shall not be deemed to be a waiver of any subsequent breach of that or any other provision or of any other right, obligation or remedy. CONFIDENTIALITY Confidential information Subject to Clause 6.2 and except as provided otherwise in Clause 7, each party shall treat as strictly confidential and not disclose to any person other than its request to this effect has been agreed in writingwith the Seller.Representatives:

Prices and Payment Terms. (a) The indicated prices 3.1 Pricing is firm and is not subject to change unless otherwise agreed to in writing by DAC. Any general price reduction made by Supplier with respect to any Product ordered, subsequent to the placement of this Agreement by DAC, and prior to DAC’s receipt of the Products Product, will apply to this Agreement. Supplier represents that the prices charged to DAC are exclusive of VAT the best or lowest prices charged by Supplier to buyers purchasing comparable quantities and any other taxes due, transport costs, the contribution for the collection and recovery ofpackaging where due, to be paid in accordance with the specific provisions set out in the sales invoicesimilar delivery conditions. 3.2 Unless otherwise agreed in writing, prices for Products include all applicable federal, state, provincial, and local taxes, import duties, and packaging and/or shipping fees. 3.3 DAC may notify Supplier of changes to the drawings, specifications, quantity, delivery or other requirements (b) In the event of exceptional events involving significant changes in the cost of raw materials occurring between such notice, a “Change Notice”), however the time for performance and price will not change unless Supplier notifies DAC within five (5) days of DAC’s providing a Change Notice that such changes will require a price change and Supplier provides supporting documentation reasonably setting forth the Products are offered and thetime basis for any such price change, in which case the products are deliveredparties will negotiate an equitable adjustment regarding the time for performance and/or price. The terms of this Agreement, the Seller reserves the right to promptly inform the Buyer of the new prices of the Products adjusted according to the percentage increase suffered by the same. In this case, the Buyer has the right to waive the order at least for the part not yet produced. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract including without obligation for compensation. (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall have the right to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue nature, type or quality of seizure any services, raw materials or protestgoods used by Supplier or its suppliers, may not be changed without the prior written approval of DAC.‌ 3.4 Unless otherwise agreed to in writing by DAC, payment terms are net sixty (60) days. All invoices and/or advance shipping notices must reference the purchase order number, amendment or when payments havebeen delayed release number, and as applicable DAC’s part / SKU number, Supplier’s part number, quantity in units or bankruptcy proceedings have been requested Units of Measurement shipped and number of cartons or initiatedcontainers, Supplier’s name and contact information, and ▇▇▇▇ of lading number, for payment to be made.‌ 3.5 DAC retains the Seller shall have the rightright of setoff. DAC may withhold payment of any amounts due and payable by reason of any set-off, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In additionor dispute with Supplier, the Seller may in such cases request advance payments whether relating to Supplier’s breach, bankruptcy or a deposit to guarantee the Buyer's complianceotherwise. (g) The Purchaser 3.6 Any estimates, forecasts or projections of future quantity requirements for Products by DAC are provided for informational purposes only and are subject to change and do not constitute an offer or obligation by or of the DAC to purchase Products. If quantities and delivery schedules are not specified in this Agreement, they will be as reasonably determined by DAC and stated in releases or schedules issued to Supplier periodically. If Supplier is not entitled to make any compensationunder a vendor managed inventory system, deduction, discount, or reduction unless its request to this effect has been Supplier will at all times maintain DAC’s supply at the agreed in writingwith the Seller.levels.‌‌‌‌

Prices and Payment Terms. (a) The indicated prices Supply Prices for the supply of the Products API by the Licensor to the Licensee are exclusive set forth in Exhibit A hereto. The Licensor shall invoice the Licensee for a shipment of VAT an Order at the date of deliveryacceptance of the respective shipment by the Licensee. Price and payment terms and conditions for the API during the term of the Agreement are stated in Exhibit A and, shall remain unchanged for the durationTerm of the Agreement. The term of payment shall be , independently from any other taxes dueNon Compliance, transport coststhirty (30) days from the date of invoice to the Licensee, which shall be issued upon delivery of the API by Licensor, according to CIF Port of Busan (INCOTERMS 2010), unless otherwise agreed by both Parties in writing. Both Parties acknowledge and agree that in the event that the Supply Price would increase as a result of an increase in the Producer’s manufacturing costs (which will be notified by Producer), the contribution for Licensor may notify the collection Licensee and recovery ofpackaging where due, to be paid in accordance with the specific provisions set out request an increase in the sales invoice. (b) In Supply Price and the event Supply Price may be adjusted by mutual agreement of exceptional events involving significant changes the Parties. For the avoidance of doubt, the increase in the Licensor’s manufacturing costs in relation to the Supply Price will only include the direct cost of raw materials occurring between and/or labor required for the time the Products are offered and thetime the products are delivered, the Seller reserves the right to promptly inform the Buyer manufacture of the new prices API for the Territory, provided that solid evidence will be raiseddelivered to the Licensee about such increase of the Products adjusted according Supply Price. Unless otherwise agreed between two Parties from case to the percentage increase suffered by the same. In this case, the Buyer has Licensee shall make payments to the right to waive account of the order at least for Licensor indicated on the part not yet produced. invoice and within thirty (c30) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw days from the contract without obligation for compensation. (d) date of invoice by wire transfer. In the event that any payment due under this Agreement remains unpaid, then the Licensee shall pay interest thereon at an annual rate (but with interest accruing on a daily basis) of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome5%, the Sellershall have the right such interest to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments run from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) pointssuch sum became due until payment thereof in full together with such interest. (f) If the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's compliance. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. (a) The indicated prices of the Products are exclusive of VAT and any other taxes due, transport costs, the contribution for the collection and recovery ofpackaging where due, Subject to be paid Supplier performing in accordance with the specific provisions set out Agreement, Customer shall pay the agreed price in accordance and as defined in the sales Agreement. Payment shall be due sixty (60) days net from the receipt of invoice.. The due date represents the date of payment by the Customer at its own bank. The invoice shall be issued only after the delivery has been completed and the Customer has accepted the delivery. The payment shall only be made against an invoice and the payment term shall not start before the Services and/or Goods have been delivered, and the delivery has been accepted. The Supplier is not entitled to change or adjust the prices. The Supplier shall only be entitled to invoice expenses such as, without limitation, travel expenses and out of pocket expenses, which have been expressly agreed between the parties in advance. The Customer shall pay invoices by wire transfer only, payments by cheque are not supported. The Parties agree to account for the expenses issued by their own banks in relation to the payment transactions. International payments are sent on a shared service charge basis, i.e. the Customer will pay all costs levied by the Customer´s own bank and the Supplier will pay all cost levied by the correspondent bank and Supplier´s own bank. The Supplier shall send all invoices electronically as per the Customer's instructions for e-invoices, using the Customer's electronic invoicing addresses. For avoidance of doubt e-mail message with an attached document is not considered as an e-invoice. Invoices shall be in compliance with all Applicable Laws. In addition to obligatory information under the Applicable Laws each invoice shall contain also the following information: (bi) In reference to the event Agreement and/or Customer's purchase order number issued by the Customer’s purchase management system; (ii) specification of exceptional events involving significant changes in the cost invoiced scope of raw materials occurring between supply; (iii) name and address of the time Finnair Group legal entity and Finnair Group’s contact person for the Products are offered Agreement; (iv) name and thetime address of the products are deliveredSupplier legal entity and Supplier’s invoicing contact; (v) agreed payment term; (vi) Supplier’s complete and accurate banking details required for wire transfer payment; (vii) any other information agreed or reasonably requested by the Customer. If Customer is overdue with any payment due under the Agreement, Supplier may request interest on the overdue amount at an annual rate equal to one (1) percent above the three (3) month Euribor on due date. Supplier shall make such request within a reasonable time, however not later than three (3) months after the payment has become overdue. Where applicable or separately requested by the Customer, the Seller reserves invoices shall be followed by a separate report setting forth all necessary details for confirming that the right to promptly inform the Buyer invoice and invoiced amount are in line with agreed scope of the new prices of the Products adjusted according to the percentage increase suffered by the samesupply and invoicing principles. In this case, the Buyer The Customer has the right to waive reject the order at least for invoices that do not meet all the part not yet produced. (c) If the Sellerrequirements mentioned above, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change and in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensomesuch cases, the Sellershall invoice shall be deemed not to have the right been issued. Payment by Customer shall be without prejudice to promptly inform the Buyer of the total any claims or partial termination of the contract, without being obliged to pay rights which Customer may have against Supplier and shall not constitute any compensation (e) In addition admission by Customer as to the other remedies permitted performance by Supplier of its obligations under the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) pointsAgreement. (f) If the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's compliance. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. (a) 9.1 The indicated prices price for Products and Services is stated in the Purchase Agreement and if not, in the Purchase Order and shall apply until the Parties agree on a new price in writing. Unless otherwise agreed in writing, the price stated for any Products and Services shall be a fixed price, inclusive of all duties, levies, fees and taxes in the country of origin of the Products are exclusive Products. Unless otherwise agreed upon by the Parties (e.g. by means of VAT a purchase order and any other taxes dueorder confirmation), transport costs, the contribution Prices for the collection Products and recovery ofpackaging where dueServices shall be in EUR. 9.2 The Supplier shall during the term of the Purchase Agreement provide Fortaco with Products Services that are competitive in terms of price, quality, delivery and technical function. If Fortaco considers that the Supplier’s delivery of one or more Products and / or Services is no longer competitive in relation to be paid price, quality, delivery and/or technical function even though the delivered Products and / or Services are in accordance with the specific provisions set out terms of the Purchase Agreement, Fortaco shall supply the Supplier with information supporting its belief. The Supplier and Fortaco shall in the sales invoice. (b) In the event of exceptional events involving significant changes in the cost of raw materials occurring between the time good faith discuss how to make the Products are offered and thetime the products are delivered, the Seller reserves the right to promptly inform the Buyer of the new prices of the Products adjusted according to the percentage increase suffered by the same/ or Services more competitive. In this case, the Buyer has the right to waive the order at least for the part not yet produced. (c) If the SellerParties are unable to arrive at a mutually acceptable solution within thirty (30) days after Fortaco’s notification, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall then Fortaco shall always have the right to promptly inform terminate the Buyer Purchase Agreement for the non-competitive Products and / or Services by giving the Supplier thirty days’ notice. 9.3 The Supplier undertakes to supply a complete cost breakdown (including but not limited to labour, material and amortization) and the price of all the total or partial termination basic components of the contractany Product as well as Services. 9.4 All invoices shall be correctly addressed, without being obliged to marked for the attention of any individual, and include all other information that is required by Fortaco. Unless agreed otherwise in writing, Fortaco shall pay any compensation (e) In addition invoices to the other remedies permitted by bank account of the applicable law or these General Conditions same Supplier unit which has supplied the corresponding Scope of SaleSupply to Fortaco. 9.5 Unless otherwise is prescribed in mandatory legislation in relevant jurisdiction, the Seller reserves the right to apply default interest on late payments payment shall be made within 90 days from the date on which when the right invoice was received by Fortaco or the Scope of Supply was fully delivered, whichever is later, provided always that Fortaco has received the respective Scope of Supply in the agreed amounts, completeness, quality, condition and the respective Services have been provided according to the agreed service levels or otherwise duly acceptable to Fortaco. 9.6 Remittance of payment is accrued, calculated at the official reference rate shall not imply any acceptance of the European Central Bank increased by 8 (eight) pointsdelivery or of the invoiced amount. (f) If 9.7 The Supplier and Fortaco will jointly pursue cost reduction opportunities for the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity duration of the Buyer is conducted not inaccordance with Purchase Agreement and will reflect the ordinary course achievements of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, such opportunities in price reductions to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's complianceFortaco. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. (a) The indicated prices cost competitive supply of the Products Services and Goods are exclusive the essence and key objective of VAT the Customer entering into this Agreement. The Supplier grants the Customer with the Best Pricing Policy where the pricing to the Customer shall always be at least at the level of the Supplier's best customers. The prices shall be agreed in the main agreement or otherwise in writing. The prices are fixed during the whole contract period unless mutually otherwise agreed. Payment shall be due forty five (45) days net from the receipt of invoice. The due date indicated in the invoice represents the date of payment by the Customer at its own bank. The invoice shall be issued only after the delivery has been completed and any other taxes duethe Customer has accepted the delivery. The payment shall only be made against an invoice and the payment term shall not start before the Services or Goods have been delivered, transport costs, and the contribution for the collection and recovery ofpackaging where due, to be paid delivery has been accepted in accordance with the specific provisions set terms of the Agreement. The Supplier is not entitled to change or adjust the prices during the term of the Agreement, including any option periods. The Supplier shall only be entitled to invoice expenses such as, without limitation, travel expenses and out of pocket expenses, which have been expressly agreed between the parties in the sales Agreement or otherwise in advance. The Customer shall pay invoices by wire transfer only, payments by cheque are not supported. Parties agree to account for the expenses issued by their own banks in relation to the payment transactions. International payments are sent on a shared service charge basis, i.e. the Customer will pay all costs levied by the Customer´s own bank and the Supplier will pay all cost levied by the correspondent bank and Supplier´s own bank. The Supplier shall send all invoices electronically as per the Customer's instructions for e-invoices, using the Customer's electronic invoicing addresses. For avoidance of doubt e-mail message with an attached document is not considered as an e-invoice.. Invoices shall be in compliance with all Applicable Laws. In addition to obligatory information under the Applicable Laws each invoice shall contain also the following information: (bi) In reference to the event Agreement and Customer's purchase order number issued by the Customer’s purchase management system; (ii) specification of exceptional events involving significant changes in the cost invoiced scope of raw materials occurring between supply; (iii) name and address of the time Finnair Group legal entity and Finnair Group’s invoicing contact; (iv) name and address of the Products are offered Supplier legal entity and thetime Supplier’s invoicing contact; (v) agreed payment term; (vi) Supplier’s complete and accurate banking details required for wire transfer payment; (vii) any other information agreed or reasonably requested by the products are deliveredCustomer. If Customer is overdue with any payment due under the Agreement, Supplier may request interest on the overdue amount at an annual rate equal to one (1) percent above the 3 month Euribor on due date. Supplier shall make such request within a reasonable time, however not later than three (3) months after the payment has become overdue. Where applicable or separately requested by the Customer, the Seller reserves invoices shall be followed by a separate report setting forth all necessary details for confirming that the right to promptly inform invoice and invoiced amount is in line with the Buyer of the new prices of the Products adjusted according to the percentage increase suffered by the sameAgreement. In this case, the Buyer The Customer has the right to waive return the order at least for invoices that do not meet all the part not yet produced. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change requirements mentioned above and in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensomesuch cases, the Sellershall have the right invoice shall be deemed not to promptly inform the Buyer of the total or partial termination of the contract, without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments from the date on which the right to payment is accrued, calculated at the official reference rate of the European Central Bank increased by 8 (eight) points. (f) If the Buyer does not make payment within the terms and in the manner indicated by the Seller or if the activity of the Buyer is conducted not inaccordance with the ordinary course of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's complianceissued. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.

Prices and Payment Terms. (a) 5.1 The indicated prices Parties agree on the price of the Products Object of Purchase in the Purchase Agreement. Unless otherwise stated in the Purchase Agreement, prices are exclusive of expressed in euros and include all VAT and other taxes or fees, which will be included as the amount payable by the Customer. The Supplier is independently responsible for the payment of its taxes and other public payments, including those related to its employees. 5.2 The purchase price shall include all costs, and the Customer is not obligated to accept separate packaging, delivery, shipping, invoicing or small delivery fees or per diems or travel expenses, or any other taxes due, transport costsexpenses related to the Purchase Agreement or the Object of Purchase. 5.3 Unless otherwise agreed, the contribution for Customer shall pay the collection and recovery ofpackaging where duepurchase price after approved delivery of the Object of Purchase against an invoice, to be paid in accordance with a payment term of sixty (60) days net from the specific provisions set out in date of the sales invoice. (b) In the event of exceptional events involving significant changes 5.4 Interest for late payment is as stipulated in the cost of raw materials occurring between the time the Products are offered and thetime the products are delivered, the Seller reserves the right to promptly inform the Buyer of the new prices of the Products adjusted according to the percentage increase suffered by the sameFinnish Interest Act. In this case, the Buyer has the right to waive the order at least for the part not yet produced. (c) If the Seller, has not been able to follow up the order for reasons of force majeure, may withdraw from the contract without obligation for compensation. (d) In the event of an unforeseen change in the circumstances that make the fulfillment of the obligations of the Seller particularly burdensome, the Sellershall The Customer shall have the right to promptly inform reserve payment due to an error until the Buyer of the total or partial termination of the contract, Supplier has performed all its related duties fully and without being obliged to pay any compensation (e) In addition to the other remedies permitted by the applicable law or these General Conditions of Sale, the Seller reserves error. The Customer shall have the right to apply default interest on late use payments from to offset their counterclaims (such as delay penalty). In case the date on which the right Customer has created purchase Order to payment is accrued, calculated at the official reference rate Supplier of the European Central Bank increased by 8 (eight) pointsObject of Purchase the Supplier should use the purchase Order number as a reference in the invoice. (f) 5.5 Invoices must be submitted in a form approved by the Customer and according to the procedure specified by the Customer. 5.6 The Supplier shall report, as may be required by the Customer, on the progress and phases of the delivery of the Object of Purchase and requests Customer approval for any plans, drafts and blueprints for the delivery phases of the Object of Purchase. The scope of reporting is always at least an itemized list of services provided, their costs and any detected quality deviations or deviations for which a notice has been filed. If the Buyer does not make payment within Supplier charges for the terms and in Object of Purchase per hours used, the manner indicated by Supplier shall keep real-time, reliable records of time spent on the Seller or if the activity delivery of the Buyer is conducted not inaccordance with the ordinary course Object of business, with this being understood, without any limitation, the issue of seizure or protest, or when payments havebeen delayed or bankruptcy proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries Purchase and to declare any claim arising from the business relationship as immediately due. In addition, the Seller may in such cases request advance payments or a deposit to guarantee the Buyer's compliancetasks performed. (g) The Purchaser is not entitled to make any compensation, deduction, discount, or reduction unless its request to this effect has been agreed in writingwith the Seller.